ARTICLE I Definitions
Exhibit 10.30
EXECUTION VERSION
AMENDMENT NO. 4 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of October 8, 2015 (this Amendment), among Darby Creek LLC, a Delaware limited liability company (the Borrower), Deutsche Bank AG, New York Branch, as administrative agent (the Administrative Agent) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the Collateral Agent).
WHEREAS, the Borrower, the Collateral Agent, each Lender party thereto and the Administrative Agent are party to the Loan Financing and Servicing Agreement, dated as of February 20, 2014 (as amended, supplemented, amended and restated and otherwise modified from time to time, the Loan Agreement); and
WHEREAS, the Borrower, the Administrative Agent and the Collateral Agent have agreed to amend the Loan Agreement in accordance with the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.
ARTICLE II
Amendments
SECTION 2.1. Amendments to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended as follows:
(a) by deleting 7th in the definition of Reporting Date and inserting 15th in lieu thereof;
(b) by deleting 1000 in the address for Everbank Commercial Finance, Inc. on Annex A and inserting 10000 in lieu thereof.
ARTICLE III
Conditions to Effectiveness
SECTION 3.1. This Amendment shall become effective as of the date first written above upon the satisfaction of the following condition:
(a) the execution and delivery of this Amendment by the Borrower, Collateral Agent and the Administrative Agent.
ARTICLE IV
Representations and Warranties
SECTION 4.1. The Borrower hereby represents and warrants to the Administrative Agent that, as of the date first written above, (i) no Facility Termination Event or Unmatured Facility Termination Event has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 5.3. Ratification. Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
DARBY CREEK LLC, as Borrower | ||
By: | /s/ Gerald F. Stahlecker | |
Name: Gerald F. Stahlecker | ||
Title: Executive Vice President |
[Signature Page to Amendment No. 4 to Loan Agreement]
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent | ||
By: | /s/ Amit Patel | |
Name: Amit Patel | ||
Title: Director |
By: | /s/ Shawn Rose | |
Name: Shawn Rose | ||
Title: Vice President |
[Signature Page to Amendment No. 4 to Loan Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and as Collateral Custodian | ||
By: | /s/ Abby Schexnider | |
Name: Abby Schexnider | ||
Title: Vice President |
[Signature Page to Amendment No. 4 to Loan Agreement]